These General Business Terms (“Terms”) are a part of your contract with Cardone Ventures, LLC (“we” or “ours”). If an affiliate of Cardone Ventures is supplying a Service or product under the contract, then the rights and protections afforded by these Terms also extend to that affiliate. The parties agree that this is a commercial (not a consumer) transaction, and that each of us has the business acumen, good business judgment, and authority to enter into the contract.

The parties also agree that these Terms reflect a reasonable and fair allocation of risk and responsibility between them, and are essential to our ability to make the Services available to you for the fees charged.

 

1. CHANGES IN SERVICES

As our Services improve and evolve, the precise nature and method of delivering Services may change. However, any such changes will not diminish the overall nature and value of our Services. We also reserve the right, upon reasonable notice, to discontinue all or certain Services offered in a contract. If we discontinue Services, you will receive a pro rata refund of any pre-payments for Services that will not be rendered.

 

2. TERM, SUSPENSION, TERMINATION

Term. The term and any renewal terms are described in the contract you signed. We invest substantial time, energy, and resources toward our ability to provide Services throughout the term of a contract. Except as separately agreed in writing by one of our corporate officers, there is no right of cancellation, early termination for convenience, or right of refund for unused Services.

Termination, Suspension or Limitation of Services. In addition to any rights in the contract, we may terminate, suspend or limit any portion or all of our Services, or modify the terms on which they are provided, if (a) reasonably requested to do so by a third-party provider, court or regulator; (b) you become or are reasonably likely to become insolvent; (c) there has been or is reasonably likely to be: (i) a breach of security; (ii) a breach of your obligations under the contract or another agreement between us; (iii) a breach of our agreement with a third-party provider; or (iv) a violation of applicable law. Except where suspension or limitation arises from our fault, charges remain payable in full during periods of suspension or limitation.

Termination for a Breach. Either of us may terminate the contract if the other commits a material breach and fails to cure the material breach within 30 days of notice. Effect of Termination. Upon expiration or termination of the contract, all licenses and rights granted to you will end immediately and you must cease using the Services. This does not relieve you of any remaining payment obligations.

 

3. PAYMENT

Payment and Good Faith Disputes. You must pay our charges that are not the subject of a good faith dispute according to the terms of the contract, without set-off, counterclaim or deduction. Charges cannot be subject to good faith dispute if the Services have been deemed accepted under the terms of the contract. If the contract does not contain such terms, you must present any dispute in writing within 30 days of its occurrence. Failure to timely dispute an invoice results in its waiver.

If the contract does not specify a payment due date, payment is due immediately upon receipt of our invoice. You authorize us to process payments via credit card, debit card, Automated Clearing House, or any other method to which you have agreed.

Taxes. You must pay applicable taxes and duties (other than taxes on our income), in addition to the price quoted (unless you have proof of exemption).

Excess Use. You must pay additional charges if you exceed the scope of use permitted by the contract. Any additional charges will be computed based on the rates specified in the contract (or, if none are specified, according to their reasonable value).

 

4. LICENSES, IP

Limited License. Except as may be stated in the underlying contract, we grant you only a non-exclusive, non-sublicensable, non-transferable right to access, view, and use our products and Services solely for your own internal business purposes.

Reservation of Rights. Together with our licensors, we reserve all rights not expressly granted under the contract. Except for the limited rights and licenses granted in the contract, you are not granted, whether by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to our property. You acknowledge that, as between us, all intellectual property rights in our property are owned by us, our affiliates, or our third-party licensors. You will not remove or conceal any property rights notices in the products or Services and will include such notices on any copy you are permitted to make.

Limited License to Your Data. Our performance of certain Services for you requires your sharing of certain data. You represent and warrant that you have all necessary rights and appropriate consents related to that data to allow Cardone Ventures to perform the Services. You grant us a non-exclusive license and right to use, copy, store, host, display, transmit and process your data for those purposes. Your data may be used as an input for certain artificial intelligence (“AI”)-based functionality within our Services (“Input”) resulting in an output generated by the AI service (“Output”). You grant Cardone Ventures a license to use, modify, and adapt the Input as necessary for Cardone Ventures to perform and improve our Services. We retain all rights to any of our property embedded in, or included with any Output, including any derivatives, insights, or modifications.

Feedback. You may voluntarily provide any comments, suggestions, ideas or recommendations (collectively, “Feedback”) to Cardone Ventures. If you do, you grant Cardone Ventures the perpetual, irrevocable, transferable, non-exclusive right, without charge, to use that Feedback in any manner.

 

5. CONFIDENTIALITY

“Confidential Information” means information in any form, whether oral or written, of a business, financial or technical nature which the recipient reasonably should know is confidential and which is disclosed by a party during the term. If the parties signed a non-disclosure agreement before the Effective Date of the contract, these confidentiality terms will govern beginning on the Effective Date.

Protection of Confidential Information. Each of us agrees to (a) protect any Confidential Information received from the other party using the same standard of care it uses to protect its own Confidential Information (which shall be no less than a reasonable degree of care), and (b) not disclose any part of it to any third party except to its affiliates, contractors, financial advisors, accountants and attorneys who are subject to confidentiality obligations to the recipient that are no less restrictive than these Terms.

Disclosure of Confidential Information. If a court or government agency orders either of us to disclose the Confidential Information of the other, the other will be promptly notified so that an appropriate protective order or other remedy can be obtained (unless the court or government agency prohibits prior notification).

Exceptions. These obligations of confidentiality do not apply to information which: (a) is or becomes generally available to the public (through no act or omission of the receiving party); (b) becomes known to the receiving party on a non- confidential basis through a third party who is not subject to an obligation of confidentiality with respect to that information; (c) was lawfully in the possession of the receiving party prior to such disclosure; or (d) is independently developed by the receiving party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the disclosing party’s Confidential Information.

Survival. This section 5 shall survive three (3) years after the termination of the Agreement or until the Confidential Information is no longer deemed confidential under applicable law, whichever occurs first. Confidentiality protections associated with a trade secret lasts indefinitely until the associated information is no longer deemed a “trade secret.”

 

6. WARRANTIES AND DISCLAIMERS

Service Warranty. We will perform the Services in accordance with good standards that are generally applicable to our industry. We will use commercially reasonable efforts to reperform Services that do not meet those standards. Under those circumstances, the reperformance of Services is your exclusive remedy and our sole obligation. As a condition to an obligation to reperform Services, you must have reported any performance deficiencies within the timelines set forth in the contract or, if none are specified, within 30 days of delivery of the deficient Services. Our service warranty does not cover issues related to your failure to fulfill commitments or other responsibilities under the contract, to follow our instructions or implement our recommendations, or from issues arising from events beyond our reasonable control.

No Professional Advice. We are not providing, and you are not paying for, professional financial, tax and accounting, legal, compliance or other professional advice. You may choose to retain such third-party professionals outside of our Services. Your decisions made in reliance on the Services, documentation or your interpretations of our data are your own, for which you have full responsibility. We are not responsible for any damages resulting from any decisions by you (or anyone accessing the Services through you) made in reliance on the Services. You agree to use the Services at your own risk in these respects. You are solely responsible for the review of any documents, data, or output prepared or resulting from the use of any Services, and for any decisions made or actions taken in that regard.

DISCLAIMER OF WARRANTIES. Except as stated above in this section 6, we make no representation or warranty about our products or Services, including any representation that they will be uninterrupted or error-free. To the fullest extent permitted by law, we disclaim any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.

 

7. LIABILITY, INDEMNITY

LIMITATION OF LIABILITY. Neither party is liable to the other for indirect, incidental, punitive, special or consequential damages, for loss of data, or loss of profits (in either case, whether direct or indirect) even if such damages or losses could have been foreseen or prevented. In no event will our aggregate liability for all claims related to our Services exceed the amount paid by you for the prior month’s Services. In no event shall we be liable for any penalties, interest, taxes or other amounts imposed by any governmental or regulatory authority.

The limitations of the above paragraph do not limit either party’s liability for its indemnification obligations or breach of confidentiality, or your infringement of our intellectual property rights.

Your Obligations. You are responsible for any loss, damage or cost we incur in connection with a third-party claim, or a regulatory fine or penalty, related to: (a) an allegation that our use of the information, data, or other materials provided by you or on your behalf, infringes the intellectual property rights of a third party, (b) our compliance with any instruction given by you in the course of providing Services; or (c) an assertion by any person accessing or receiving the benefit of any part of our Services through you.

Indemnity. You agree to indemnify, defend, and hold Cardone Ventures harmless from any and all claims, liabilities, expenses, and damages, including reasonable attorneys’ fees and costs, made by any third party related to: (a) your use or attempted use of the Services in violation of the contract; (b) your violation of any law or rights of any third party; (c) your breach of this contract, or (d) any claim of infringement or misappropriation of intellectual property or other proprietary rights.

Force Majeure. We are not liable for any damages, or for any failure or delay in performing our obligations, because of circumstances beyond our reasonable control.

 

8. NON-SOLICITATION

You acknowledge that we invest substantial monetary and other resources in creating and maintaining our client and employee relationships. You also acknowledge that Cardone Ventures and its employees, as allowed by law, regularly enter into restrictive covenant agreements that protect our confidential and proprietary information, and restrict current and former employees from competing against Cardone Ventures or soliciting its clients for a period of time.

During the term of the contract and the 1-year period following it, you will not: (a) directly or indirectly employ, hire, recruit, or solicit for employment, or assist any other person or entity in employing, hiring, recruiting, or soliciting for employment, either on a full-time, part-time, independent-contractor, or consulting basis, any of our employees or executives; or (b) take any action to induce, or to attempt to induce, any of our employees, executives, agents, or independent contractors to terminate or reduce their employment or service with Cardone Ventures.

 

9. NON-DISPARAGEMENT

Each of us agrees not to disparage the other party, its products or services, to any third party.

 

10. INTERPRETATION OF THIS CONTRACT

The interpretation, construction and performance of this contract is governed by Arizona law (without regard to its conflict of laws principles).

If any part of the contract that is not fundamental is otherwise illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it legal and enforceable. If such modification is not possible, the part will be deemed deleted. Any such modification or deletion will not affect the validity and enforceability of the remainder of the contract.

If there is a conflict between these Terms and the underlying contract you signed, the underlying contract will control over these Terms.

 

11. ARBITRATION

Any controversy or claim arising out of or relating to our contract, or a breach of it, shall be settled by arbitration administered by the American Arbitration Association according to its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The place of arbitration shall be Phoenix, Arizona.

The arbitrator(s) will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be mandated by statute. Failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges constitutes a waiver by that party to present evidence or cross-examine witnesses. The award of the arbitrators shall be accompanied by a reasoned opinion.

Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties.

 

12. MISCELLANEOUS

Assignment. You cannot assign, delegate or transfer (collectively, “assign” or “assignment”) any right or obligation under the contract to anyone else without our prior written consent. As part of any permitted assignment, you acknowledge our expectation of reasonable assurance that we will be paid in full as payments become due. Any assignment by you in contravention of this paragraph is void. We may assign or subcontract any of our rights or obligations. You acknowledge that we may assign, finance or factor our invoices, receivables, or other rights to receive payments from you.

No Third Party Beneficiaries. You are the sole recipient of our Services. No third-party has any rights or remedies as against Cardone Ventures.

Notices. All notices under the Agreement must be in writing and sent by email. Notice of breach of contract must be sent by certified mail, courier, or delivered in person at the address indicated in the contract (or any more recent address notified to the other). Any notice to Cardone Ventures of breach or for permission to assign the contract must be copied to legal@cardoneventures.com.

Entire Agreement and Non-Reliance. The contract contains the entire understanding between us regarding its subject matter and supersedes all prior agreements, understandings, negotiations, proposals and other representations, verbal or written, relating to such subject matter. Neither of us have relied on any representations made by the other that are not expressed in the contract.

Survival. Sections 3-5, and 7-12, will survive the expiration or termination of the contract, and remain in full force according to their terms.